Chapter: 32  COMPANIES ORDINANCE

Section Num: 116      Version Date 30/06/1997

Special resolutions

(1) A resolution shall be a special resolution when it has been passed by not less than three-fourths of the votes cast by such members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy, at a general meeting of which not less than 21 days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given:

Provided that, if it is so agreed by a majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right, or, in the case of a company not having a share capital, together representing not less than 95 per cent of the total voting rights at that meeting of all the members, a resolution may be proposed and passed as a special resolution-

(a) in the case of a resolution for voluntary winding up pursuant to section 228(1)(b) in circumstances other than a members' voluntary winding up, at a meeting of which less than 21 days' notice but not less than 7 days' notice has been given;

(b) in any other case, at a meeting of which less than 21 days' notice has been given.

(2) At any meeting at which a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(3) In computing the majority on a poll demanded on the question that a special resolution be passed, reference shall be had to the number of votes cast for and against the resolution.

(4) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner provided by this Ordinance or the articles.

(5) Any reference to an extraordinary resolution of a company or of a meeting of any class of members of a company contained in any Ordinance which was enacted or document which existed before the date of commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984) shall, in relation to a resolution passed or to be passed on or after that date, be deemed to be a reference to a special resolution of the company or meeting.

(6) Where before the date of commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984) a meeting had been convened for the purpose of passing a resolution as an extraordinary resolution, and at that meeting that resolution has after that date been passed in the manner required by the law in force before that date relating to the passing of an extraordinary resolution and such resolution would under that law have been effective for its purpose, such resolution shall be as effective as if it had been a special resolution. (Replaced 6 of 1984 s. 80)

[cf. 1948 c. 38 s. 141 U.K.]

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Note:

* Commencement date: 31 August 1984.